<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2006                 Commission File No. 0-16701

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
            MICHIGAN                                            38-2702802
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)
</TABLE>

                  280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
               (Address of principal executive offices) (Zip Code)

                                 (248) 645-9220
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:
         units of beneficial assignments of limited partnership interest

     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-Q or any amendment to this
Form 10-Q [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large Accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer  [X]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I        FINANCIAL INFORMATION

   ITEM 1.    FINANCIAL STATEMENTS

              Balance Sheets March 31, 2006 (Unaudited) and
              December 31, 2005                                               3

              Statements of Operations Three months ended March 31, 2006
              and 2005 (Unaudited)                                            4

              Statement of Partners Equity Three months ended
              March 31, 2006 (Unaudited)                                      4

              Statements of Cash Flows Three months ended March 31, 2006
              and 2005 (Unaudited)                                            5

              Notes to Financial Statements March 31, 2006 (Unaudited)        6

   ITEM 1A.   RISK FACTORS                                                    6

   ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS                                       8

   ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     11

   ITEM 4.    CONTROLS AND PROCEDURES                                        11

PART II  OTHER INFORMATION

   ITEM 6.    EXHIBITS                                                       11
</TABLE>
<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS                                   MARCH 31, 2006   DECEMBER 31, 2005
------                                   --------------   -----------------
                                           (UNAUDITED)
<S>                                      <C>              <C>
Properties:
   Land                                   $ 11,666,645      $ 11,666,645
   Buildings And Improvements               52,618,458        52,591,224
   Furniture And Fixtures                      708,625           668,106
                                          ------------      ------------
                                            64,993,728        64,925,975
   Less Accumulated Depreciation           (31,513,368)      (31,040,281)
                                          ------------      ------------
                                            33,480,360        33,885,694
Cash And Cash Equivalents                      216,971           266,128
Unamortized Finance Costs                      468,843           474,072
   Manufactured Homes and Improvements       1,459,603         1,121,118
Other Assets                                 1,998,529         2,041,476
                                          ------------      ------------
Total Assets                              $ 37,624,306      $ 37,788,488
                                          ------------      ------------
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES & PARTNERS' EQUITY           MARCH 31, 2006   DECEMBER 31, 2005
------------------------------           --------------   -----------------
                                           (UNAUDITED)
<S>                                      <C>              <C>
Accounts Payable                           $   286,020       $   175,004
Other Liabilities                              595,732           559,174
Notes Payable                               26,684,255        26,824,354
                                           -----------       -----------
Total Liabilities                           27,566,007        27,558,532
Partners' Equity:
   General Partner                             362,944           360,697
   Unit Holders                              9,695,355         9,869,259
                                           -----------       -----------
Total Partners' Equity                      10,058,299        10,229,956
                                           -----------       -----------
Total Liabilities And Partners' Equity     $37,624,306       $37,788,488
                                           -----------       -----------
</TABLE>

                        See Notes to Financial Statements


                                       3

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                    -------------------------
                                                                     MARCH 31,     MARCH 31,
STATEMENTS OF OPERATIONS                                                2006          2005
------------------------                                            -----------   -----------
                                                                    (unaudited)   (unaudited)
<S>                                                                 <C>           <C>
Income:
   Rental Income                                                     $2,462,990    $2,567,737
   Home Sale Income                                                     131,296       278,166
   Other                                                                350,630       186,137
                                                                     ----------    ----------
Total Income                                                         $2,944,916    $3,032,040
                                                                     ----------    ----------
Operating Expenses:
   Administrative Expenses
      (Including $136,697 and $136,701, in Property Management
      Fees Paid to an Affiliate for the Three Month Period Ending
      March 31, 2006 and 2005 Respectively)                             839,833       833,135
   Property Taxes                                                       288,381       275,070
   Utilities                                                            202,823       168,728
   Property Operations                                                  336,777       377,479
   Depreciation And Amortization                                        473,086       467,657
   Interest                                                             431,243       439,533
   Home Sale Expense                                                    148,024       290,498
                                                                     ----------    ----------
Total Operating Expenses                                             $2,720,167    $2,852,100
                                                                     ----------    ----------
Net Income                                                           $  224,749    $  179,940
                                                                     ----------    ----------
Income Per Unit:                                                           0.07          0.05
Distribution Per Unit:                                                     0.12          0.23
Weighted Average Number Of Units
   Of Beneficial Assignment Of Limited Partnership Interest
   Outstanding During The Period Ending March 31, 2006 and 2005       3,303,387     3,303,387
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF PARTNERS' EQUITY (Unaudited)   General Partner   Unit Holders       Total
-----------------------------------------   ---------------   ------------   ------------
<S>                                         <C>               <C>            <C>
Balance, December 31, 2005                      $360,697       $9,869,259    $10,229,956
Distributions                                                    (396,406)      (396,406)
Net Income                                         2,247          222,502    $   224,749
                                                --------       ----------    -----------
Balance as of March 31, 2006                    $362,944       $9,695,355    $10,058,299
                                                ========       ==========    ===========
</TABLE>

                        See Notes to Financial Statements


                                        4

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                  -------------------------------
STATEMENTS OF CASH FLOWS                          MARCH 31, 2006   MARCH 31, 2005
------------------------                          --------------   --------------
                                                    (Unaudited)      (Unaudited)
<S>                                               <C>             <C>
Cash Flows From Operating Activities:
   Net Income                                       $ 224,749        $  179,940
                                                    ---------        ----------
Adjustments To Reconcile Net Income
   To Net Cash Provided By
   Operating Activities:
   Depreciation                                       473,086           467,657
   Amortization                                         5,229             5,229
Increase in Manufactured Homes and Improvements      (338,485)         (325,705)
Decrease In Other Assets                               42,947           217,492
Increase (Decrease) In Accounts Payables              111,017          (139,999)
Increase In Other Liabilities                          36,558            20,689
                                                    ---------        ----------
Total Adjustments                                     330,352           245,363
                                                    ---------        ----------
   Net Cash Provided By
      Operating Activities                            555,101           425,303
                                                    ---------        ----------
Cash Flows Used In Investing Activities:
   Capital Expenditures                               (67,753)         (104,939)
                                                    ---------        ----------
Cash Flows From Financing Activities:
   Distributions To Partners                         (396,406)         (759,779)
   Payment On Mortgage                               (140,099)         (131,839)
                                                    ---------        ----------
Net Cash Used In
   Financing Activities                              (536,505)         (891,618)
                                                    ---------        ----------
Decrease In Cash and Equivalents                      (49,157)         (571,254)
Cash and Equivalents, Beginning                       266,128         2,017,513
                                                    ---------        ----------
Cash and Equivalents, Ending                        $ 216,971        $1,446,259
                                                    ---------        ----------
</TABLE>

                        See Notes to Financial Statements


                                        5
<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2006 (Unaudited)

1.   BASIS OF PRESENTATION:

The accompanying unaudited 2006 financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The balance sheet at December 31, 2005 has been derived from the
audited financial statements at that date. Operating results for the three
months ended March 31, 2006 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2006, or for any other interim
period. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Partnership's Form 10-K for the year ended
December 31, 2005.

ITEM 1A. RISK FACTORS

     FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

The following risks and uncertainties could cause our business, financial
condition or results of operations to be materially adversely affected. In that
case, we might not be able to pay distributions on our Units, the net asset
values of the Units could decline, and a Unit holder might lose all or a portion
of its investment.

     1.   REAL ESTATE INVESTMENTS. The Partnership's investments are subject to
          the same risks generally incident to the ownership of real estate
          including: the uncertainty of cash flow to meet fixed or variable
          obligations, adverse changes in economic conditions, changes in the
          investment climate for real estate, adverse changes in local market
          conditions, changes in interest rates and the availability of mortgage
          funds or chattel financing, changes in real estate tax rates,
          governmental rules and regulations, acts of God and the inability to
          attract or retain residential tenants.

          Residential real estate, including manufactured housing communities,
          is subject to adverse housing pattern changes and uses, vandalism,
          rent controls, rising operating costs and adverse changes in local
          market conditions such as a decrease in demand for residential housing
          due to a decrease in employment. State governments also often regulate
          the relationship between manufactured housing community owners and
          residents.

     2.   THE GENERAL PARTNER AND ITS AFFILIATES HAVE CONFLICTS OF INTEREST.
          Although the General Partner has a fiduciary duty to manage the
          Partnership in a manner beneficial to the Unit holders, the directors
          and officers of the General Partner have a fiduciary duty to manage
          the General Partner in a manner beneficial to its owners. Furthermore,
          certain directors and


                                       -6-

<PAGE>

          officers of the General Partner are directors or officers of
          affiliates of the General Partner. Conflicts of interest may arise
          between the General Partner and its affiliates and the Unit holders.
          As a result of these conflicts, the General Partner may favor its own
          interests and the interests of its affiliates over the interests of
          the Unit holders.

     3.   RELIANCE ON GENERAL PARTNER'S DIRECTION AND MANAGEMENT OF THE
          PROPERTIES. The success of the Partnership will, to a large extent,
          depend on the quality of the management of the Properties by the
          General Partner and affiliates of the General Partner and their
          collective judgment with respect to the operation, financing and
          disposition of the Properties. To the extent that the General Partner
          and its affiliates are unable to hire and retain quality management
          talent, the Partnership's financial results and operations may be
          adversely affected.

     4.   FEDERAL INCOME TAX RISKS. Federal income tax considerations will
          affect materially the economic consequences of an investment in the
          Properties. The tax consequences of the Partnership's activities are
          complex and subject to many uncertainties. Changes in the federal
          income tax laws or regulations may adversely affect the Partnership's
          financial results and its ability to make distributions to the Unit
          holders. Additionally, the tax benefits enjoyed by the Unit holders
          may be reduced or eliminated.

     5.   LIMITED LIQUIDITY OF THE UNITS. The transfer of Units is subject to
          certain limitations. The public market for such Units is limited. Unit
          Holders may not be able to liquidate their investment promptly or at
          favorable prices, if at all.

     6.   COMPETITION. The business of owning and operating residential
          manufactured housing communities is highly competitive. The
          Partnership competes with a number of established communities having
          greater financial resources. Moreover, there has been a trend for
          manufactured housing community residents to purchase home sites either
          collectively or individually. Finally, the popularity and
          affordability of site built homes has also increased in recent years
          while the availability of chattel financing has decreased. These
          trends have resulted in increased competition for tenants to occupy
          the Partnership properties.

     7.   MANAGEMENT AND CONTROL OF PARTNERSHIP AFFAIRS. The General Partner is
          vested with full authority as to the general management and
          supervision of the business affairs of the Partnership. The Unit
          Holders do not have the right to participate in the management of the
          Partnership or its operations. However, the vote of Unit Holders
          holding more than 50% of the outstanding interests is required to: (a)
          amend the Partnership Agreement; (b) approve or disprove the sale in
          one, or a series of, transactions of all or substantially all of the
          assets of the Partnership; (c) dissolve the Partnership; (d) remove
          the General Partner; or (e) approve certain actions by the General
          Partner that the Consultant recommends against.


                                       -7-

<PAGE>

     8.   UNINSURED LOSSES. The Partnership carries comprehensive insurance,
          including liability, fire and extended coverage, and rent loss
          insurance which is customarily obtained for real estate projects.
          There are certain types of losses, however, that may be uninsurable or
          not economically insurable such as certain damage caused by a
          hurricane. If such losses were to be incurred, the financial position
          and operations of the Partnership as well as the Partnership's ability
          to make distributions would be adversely affected.

     9.   ENVIRONMENTAL MATTERS. Because the Partnership deals with real estate,
          it is subject to various federal, state and local environmental laws,
          rules and regulations. Changes in such laws, rules and regulations may
          cause the Partnership to incur increased costs of compliance which may
          have a material adverse effect on the operations of the Partnership
          and its ability to make distributions to Unit holders.

     10.  NO GUARANTEE OF DISTRIBUTIONS. The General Partner may withhold cash
          for extended periods of time if such cash is necessary to build cash
          reserves or for the conduct of the Partnership's business. A Unit
          holder will be required to pay federal income taxes, and, in some
          cases, state and local income taxes on the Unit holder's share of the
          Partnership's taxable income, whether or not cash distributions are
          made by the Partnership. A Unit holder may not receive cash
          distributions from the Partnership equal to the holder's share of
          taxable income or even equal to the tax liability that results from
          the Unit holder's share of the Partnership's taxable income.

     11.  THE PARTNERSHIP MAY NOT BE ABLE TO GENERATE SUFFICIENT WORKING CAPITAL
          TO FUND ITS OPERATIONS. There can be no assurance that the Partnership
          will generate sufficient working capital from operations to operate
          the business or to fund distributions. Further, there can be no
          assurance that the Partnership will be able to borrow additional funds
          on terms favorable to the Partnership, if at all, to meet
          unanticipated working capital needs or to make distributions to the
          Unit holders.

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The Partnership's capital resources consist primarily of its nine manufactured
home communities. On August 20, 1998, the Partnership refinanced seven of its
nine properties with GMAC Commercial Mortgage Corporation (the "Refinancing").

Liquidity

As a result of the Refinancing, seven of the Partnership's nine properties are
mortgaged. At the time of the Refinancing, the aggregate principal amount due
under the seven mortgage notes was $30,000,000 and the aggregate fair market
value of the Partnership's mortgaged properties was $66,000,000. The Partnership
expects to meet its short-term liquidity needs generally through its working
capital provided by operating activities.


                                       -8-

<PAGE>

Partnership liquidity is based, in part, upon its investment strategy. Upon
acquisition, the Partnership anticipated owning the properties for seven to ten
years. All of the properties have been owned by the Partnership for more than
ten years. The General Partner may elect to have the Partnership own the
properties for as long as, in the opinion of the General Partner, it is in the
best interest of the Partnership to do so.

The General Partner has decided to distribute $396,406, or $.12 per unit, to the
unit holders for the first quarter ended March 31, 2006. The General Partner
will continue to monitor cash flow generated by the Partnership's nine
properties during the coming quarters. If cash flow generated is greater or
lesser than the amount needed to maintain the current distribution level, the
General Partner may elect to reduce or increase the level of future
distributions paid to Unit Holders.

As of March 31, 2006, the Partnership's cash balance amounted to $216,971. The
level of cash balance maintained is at the discretion of the General Partner.

The Partnership holds a line of credit with National City Bank for $1,500,000.
Interest on this note is accrued at a variable rate of 1.80% in excess of One
Month LIBOR. This line of credit was established to meet any short term or
seasonal cash flow needs. There is no outstanding balance as of March 31, 2006.

Results of Operations

Overall, as illustrated in the following table, the Partnership's nine
properties reported combined occupancy of 62% at the end of March 2006, versus
66% for March 2005. The average monthly homesite rent as of March 31, 2006 was
approximately $412, versus $405 from March 2005.

<TABLE>
<CAPTION>
                      TOTAL    OCCUPIED   OCCUPANCY   AVERAGE*
                    CAPACITY     SITES       RATE       RENT
                    --------   --------   ---------   --------
<S>                 <C>        <C>        <C>         <C>
Ardmor Village          339        225       66%        $433
Camelot Manor           335        167       50%         378
Country Roads           312        160       51%         286
Dutch Hills             278        173       62%         386
El Adobe                367        223       61%         447
Paradise Village        614        281       46%         343
Stonegate Manor         308        168       55%         373
Sunshine Village        356        344       97%         549
West Valley             421        315       75%         513
                      -----      -----      ---         ----
TOTAL ON 3/31/06:     3,330      2,056       62%        $412
TOTAL ON 3/31/05:     3,330      2,191       66%        $405
</TABLE>

*    NOT A WEIGHTED AVERAGE


                                       -9-

<PAGE>

<TABLE>
<CAPTION>
                              GROSS REVENUE               NET INCOME
                         -----------------------   -----------------------
                          3/31/2006    3/31/2005    3/31/2006    3/31/2005
                         ----------   ----------   ----------   ----------
                            three months ended        three months ended
<S>                      <C>          <C>          <C>          <C>
Ardmor                   $  293,998   $  386,003   $  158,799   $  161,784
Camelot Manor               191,949      248,202       66,804      101,045
Country Roads               164,078      206,892       36,338       73,512
Dutch Hills                 204,795      244,890       74,917      124,626
El Adobe                    330,158      366,759      163,427      163,287
Paradise                    314,123      317,096       95,873       94,652
Stonegate                   231,266      257,334       73,705       92,200
Sunshine                    680,442      441,766      454,908      245,038
West Valley                 533,499      559,213      287,141      290,579
                         ----------   ----------   ----------   ----------
                          2,944,308    3,028,155    1,411,912    1,346,723
Partnership Management          608        3,885     (161,198)    (117,471)
Other Expense                    --           --     (121,636)    (142,122)
Interest Expense                 --           --     (431,243)    (439,533)
Depreciation                     --           --     (473,086)    (467,657)
                         ----------   ----------   ----------   ----------
                         $2,944,916   $3,032,040   $  224,749   $  179,940
</TABLE>

COMPARISON OF QUARTER ENDED MARCH 31, 2006 TO QUARTER ENDED MARCH 31, 2005

Gross revenues decreased $87,124 to $2,944,916 in 2006, as compared to
$3,032,040 in 2005. The decrease was the result of lower occupancy and home
sales due to weak economic conditions.

(See table on previous page.)

As described in the Statements of Operations, total operating expenses decreased
$131,933, to $2,720,167 in 2006, as compared to $2,852,100 in 2005. The decrease
is due to lower home sale expense as well as lower property operating cost.

As a result of the aforementioned factors, Net Income increased to $224,749 for
the first quarter of 2006 compared to $179,940 for the first quarter of 2005.


                                      -10-

<PAGE>

ITEM 3.

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

The Partnership is exposed to interest rate rise primarily through its borrowing
activities. There is inherent roll over risk for borrowings as they mature and
are renewed at

current market rates. The extent of this risk is not quantifiable or predictable
because of the variability of future interest rates and the Partnership's future
financing requirements.

Note Payable: At March 31, 2006 the Partnership had a note payable outstanding
in the amount of $26,684,255. Interest on this note is at a fixed annual rate of
6.37% through March 2009.

Line of Credit: At March 31, 2006, the Partnership holds a line of credit with
National City Bank for $1,500,000. Interest on this note is accrued at a
variable rate of 1.80% in excess of One Month LIBOR. This line of credit was
established to meet any short term or seasonal cash flow needs. There is no
outstanding balance as of March 31, 2006.

The Partnership does not enter into financial instruments transactions for
trading or other speculative purposes or to manage its interest rate exposure.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Partnership carried out
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and the Principal Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation,
the Principal Executive Officer and the Principal Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in the quarterly report is recorded,
processed, summarized and reported as and when required.

There was no change in the Partnership's internal controls over financial
reporting that occurred during the most recent completed quarter that has
materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

EXHIBIT 31.1   Principal Executive Officer Certification pursuant to Rule
               13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
               as amended

EXHIBIT 31.2   Principal Financial Officer Certification pursuant to Rule
               13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
               as amended

EXHIBIT 32.1   Certifications pursuant to 18 U.S C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.


                                      -11-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        Uniprop Manufactured Housing Communities
                                        Income Fund II, a Michigan Limited
                                        Partnership

                                        BY: Genesis Associates Limited
                                            Partnership, General Partner

                                            BY: Uniprop, Inc.,
                                                its Managing General Partner


                                        By: /s/ Paul M. Zlotoff
                                            ------------------------------------
                                            Paul M. Zlotoff, President


                                        By: /s/ Joel Schwartz
                                            ------------------------------------
                                            Joel Schwartz, Principal Financial
                                            Officer

Dated: May 12, 2006


                                      -12-

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EX. NO.        DESCRIPTION
-------        -----------
<S>            <C>
EXHIBIT 31.1   Principal Executive Officer Certification pursuant to Rule
               13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
               as amended

EXHIBIT 31.2   Principal Financial Officer Certification pursuant to Rule
               13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
               as amended

EXHIBIT 32.1   Certifications pursuant to 18 U.S C. Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes -Oxley Act of
               2002.
</TABLE>


                                      -13-